Common use of Advisory Committee Clause in Contracts

Advisory Committee. (a) After the Initial Closing Date, the Partnership shall establish and maintain an Advisory Committee (the “Advisory Committee”) selected by the General Partner from among Limited Partners which represent a majority-in-interest of the Limited Partners, who shall appoint individuals to represent their interests at all meetings of the Advisory Committee. At no time shall the total number of Advisory Committee members exceed seven members. None of the members of the Advisory Committee may be the General Partner or its Affiliates. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or be removed, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnership.

Advisory Committee. MANNER OF ACTING (a) After Attendance of a Representative at a meeting shall constitute a waiver of notice of such meeting, except where a Representative attends a meeting for the Initial Closing Dateexpress purpose of objecting, at the Partnership shall establish and maintain an Advisory Committee (beginning of such meeting, to the “Advisory Committee”) selected by transaction of any business on the General Partner from among Limited Partners which represent a majority-in-interest ground that the meeting is not lawfully called or convened. Minutes of the Limited Partners, who shall appoint individuals to represent their interests at all meetings of the Advisory Committee. At no time Committee shall be kept and retained in the total number of Advisory Committee members exceed seven members. None records of the members of the Advisory Committee may be the General Partner or its Affiliates. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the PartnersCompany. (b) If any Advisory Committee member shall resign Any action permitted or required by applicable law or this Agreement to be removed, taken at a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions meeting of the Advisory Committee may be taken and made by written without a meeting if a consent in lieu of a meeting. Unless otherwise provided hereinwriting, any recommendation or approval setting forth the action to be made taken, is signed by the Advisory Committee shall require the approval of at least a majority each of the Percentage Interests held by Representatives. Such consent shall have the Advisory Committee members. The Advisory Committee may establish such other rules of procedure same force and effect as a majority vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Advisory Committee members shall agreeCommittee. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership Subject to the Advisory Committee membersrequirements of this Agreement for notices of special meetings, but the Partnership shall bear all reasonable costs Representatives may participate in and expenses hold a meeting of the Advisory Committee members incurred Committee, by means of a conference telephone or similar communications equipment by means of which all Representatives participating in the performance meeting can hear and speak to each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Representative participates in the meeting for the express purpose of their responsibilities in their capacities as Advisory Committee membersobjecting, at the beginning of such meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. (c) The General Partner Advisory Committee shall not take any of be entitled to appoint the following actions without first obtaining the approval Chairman of the Advisory Committee: Committee (i) cause the Partnership to extend the Term "Chairman"). The first Chairman shall be Xxxxxx Xxxxxx. The Chairman shall preside over all meetings of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to and shall have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to selectother powers, including, in particular, but without limitation, an audit as to the costs authority and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items responsibility as the Advisory Committee determines is appropriatemay, from time to time, delegate to such Chairman. The costs of any such audit Chairman shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit subject to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning right of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (to designate the “Valuation Plan”Chairman as provided above) for such Fiscal Yearbe entitled to hold office until death, resignation or removal. The Valuation Plan shall include a recommendation by the General Partner person who is serving as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance Chairman may be removed as Chairman, with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisalsor without cause, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered only by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support right of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of removal may be exercised at any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committeetime. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnership.

Advisory Committee. The Advisory Committee. (a) After the Initial Closing Date, the Partnership shall The General Partner will establish and maintain an Advisory Committee a committee of three representatives of Limited Partners (the “Advisory Committee”) selected ). The General Partner may, in its sole discretion, remove any member of the Advisory and/or designate additional Limited Partners and/or indirect investors to serve on the Advisory Committee. All members of the Advisory Committee shall be appointed by the General Partner, depending on, amongst other factors, the amount of the Capital Commitment of each Limited Partner. The General Partner may appoint representatives of Limited Partners to the Advisory Committee prior to the Final Closing Date (with the General Partner having the right to appoint Advisory Committee members beginning on the Initial Closing Date). The Advisory Committee shall be available to advise the General Partner and the Manager regarding Investments and consult with the General Partner and the Manager as requested by the General Partner from among Limited Partners which represent a majority-in-interest concerning the Partnership’s activities and operations. The General Partner may, in its discretion, present for resolution by the independent members of the Limited PartnersAdvisory Committee certain material conflicts of interest, who including any purchases and sales of assets between the Partnership, on the one hand, and the General Partner or its Affiliates, on the other hand, and that are not otherwise provided for in this Agreement. The Advisory Committee will also review and approve the designation of “passive investments” and review the General Partner’s valuation of Fund assets that are not readily marketable. In addition, the approval of the Advisory Committee will be sought to (i) invest in securities of an issuer that is not an existing portfolio company as of the expiration of the Investment Period, (ii) approve the organization of another fund prior to the Investment Period, or (iii) waive or vary any other requirements of the limited partnership agreement except as explicitly provided otherwise therein. The Advisory Committee may also be asked to resolve issues involving other conflicts of interest that are specified from time to time by the General Partner in its reasonable discretion. Each member of the Advisory Committee shall appoint individuals to represent their interests at all meetings serve until (w) such member is removed by the General Partner with the consent of a majority of the other members of the Advisory Committee, (x) the Limited Partner that such member represents becomes a Defaulting Partner or transfers all or any portion of its Interest, (y) such member resigns, or (z) such member fails to vote (either in favor or against) in respect of three consecutive matters brought by the General Partner to the Advisory Committee for a vote. At no time Any vacancy on the Advisory Committee shall be filled, if necessary, by a representative of a Limited Partner who is not an Affiliate of the total General Partner and who is designated by the General Partner in its sole discretion. No Person who is a partner, member, stockholder, shareholder, director, general partner, manager, officer, employee or Affiliate of the General Partner or the Manager shall be a member of the Advisory Committee, however, the General Partner may designate representatives of the General Partner (or its Affiliates) to be present at all Advisory Committee meetings. Unless otherwise indicated, any matters requiring approval of the Advisory Committee will be considered approved only if a number of Advisory Committee members exceed seven members. None representatives representing at least a majority of the members of the Advisory Committee vote to approve such matter. Such approval may be the General Partner given in writing, in person at a meeting or its Affiliates. The General Partner shall attend all meetings by means of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request a conference telephone, web-cast, or similar communications equipment by means of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee which members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partnerscan hear each other. (b) If any Advisory Committee member In no event shall resign or be removed, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during take part in the pendency control or management of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Partnership, nor shall the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, have any recommendation authority to act for or approval to be made by the Advisory Committee shall require the approval of at least a majority on behalf of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agreePartnership. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity thereof shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees manner and in no event shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (cor any member thereof) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term be considered a general partner of the Partnership beyond by agreement, estoppel or otherwise or be deemed to participate in the eighth anniversary control of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any business of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking the performance of its duties hereunder or otherwise. Notwithstanding the foregoing, the Advisory Committee is hereby expressly authorized to deliver any action recommended consent required of the “client” pursuant to the Advisers Act. To the fullest extent permitted by law, the Advisory Committee shall not owe any duties (fiduciary or otherwise) to any Partner, the Partnership, any Parallel Investment Vehicle, any Investment or any of their respective limited partners or members or owners in respect of the activities of the Advisory Committee. The participation by any Limited Partner whose representative is a member of the Advisory Committee in the activities of the Advisory Committee shall not be construed to constitute participation by such Limited Partner in the control of the business of the Partnership so as to make such Limited Partner a general partner or liable in any manner for the debts and obligations of the Partnership. No Limited Partner who has a representative serving on the Advisory Committee shall be deemed to be an Affiliate of the Partnership or the General Partner and/or solely by reason of such representative’s appointment. The actions of the Investment Advisory Committee approving or disapproving any matter submitted to it pursuant to this Section 7.1 shall, to the fullest extent permitted by law, be binding on each of the Partners. Notwithstanding anything to the contrary herein, none of the members of the Advisory Committee are, nor shall any of them be deemed to be, fiduciaries of any of the Partners, the Partnership or any subsidiary of the Partnership (or of any other Fund Entity or any members or partners thereof) under any federal or state law (including Delaware law), and none of the members of the Advisory Committee shall be required to consider the interests of any Partner prior to making his/her decision as a member of the Advisory Committee. (gc) Members of the Advisory Committee shall not receive any fees from the Partnership for fulfilling any Advisory Committee duties but shall be reimbursed by the Partnership for all reasonable travel and out-of-pocket expenses incurred in attending meetings thereof. (d) In addition to and without limiting the foregoing, to the fullest extent permitted by law, the General Partner is authorized to enter into additional agreements on behalf of the Partnership that provide for the exculpation and indemnification of the members of the Advisory Committee and their Affiliates and that contain additional provisions related to the Advisory Committee and its members, it being understood that such agreements may provide for levels of exculpation and indemnification that are more favorable to such Persons than comparable provisions in this Agreement that benefit the General Partner and its Affiliates. (e) The General Partner may, in its sole discretion, grant to certain Limited Partners the right to designate a representative to attend and observe meetings of the Advisory Committee may appoint independent legal counsel without being a member of the Advisory Committee. Such representative shall have the right to receive notices of meetings and financial advisors copies of all materials provided to assist it the members of the Advisory Committee but shall not have the right to participate in its consideration of such meetings or to cast any vote with respect to any matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnershipfor which Advisory Committee approval is sought.

Advisory Committee. (a) After the Initial Closing Date, the Partnership The Advisory Partners shall establish and maintain form an Advisory Committee advisory committee (the “Advisory Committee”) selected by ), which shall have the General Partner from among Limited Partners which represent a majority-in-interest authority to make determinations relating to the Reserved Matters, subject to the ultimate authority of the Limited Partners, who shall appoint individuals Highlander to represent their interests at all meetings of the Advisory Committee. At no time shall the total number of Advisory Committee members exceed seven members. None of the members of the Advisory Committee may be the General Partner alter or its Affiliates. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet limit such determinations as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the PartnersHighlander as described in Section 3.1. (b) If any The Advisory Committee member shall resign be comprised of (i) one representative of Highlander, who shall be appointed by Highlander and (ii) one representative of each of an Advisory Partner’s chapters that are participating in the Project, who shall be appointed by each such Advisory Partner, or be removed(iii) in the event that the Advisory Partner is a fiscal sponsor of another organization, one representative of that sponsored organization (collectively, the “Advisory Committee Members”). The current Advisory Committee Members as of the date of this Agreement are listed onSchedule B hereto. Representatives of additional Local Partners or national organizations holding a successor coordination, research or communications role with respect to the Project may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from admitted to the Advisory Committee during after the pendency date of this Agreement, provided that such default. Advisory Committee meetings may be held organization (i) shall have made a commitment, in person a form or by telephone conference and any and all actions and decisions of manner reasonably acceptable to the Advisory Committee may be taken Committee, to participate in the Project, (ii) participates in designated telephone conferences for Project planning, and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be (iii) accepts and ratifies all decisions made by the Advisory Committee prior to the date that such organization’s representative is to be admitted to the Advisory Committee, and (iv) executes and delivers to the Parties a counterpart or joinder to this Agreement, in a form reasonably acceptable to Highlander, pursuant to which such organization agrees to be bound by this Agreement as an Advisory Partner for all purposes hereunder. Each Party and Advisory Partner having the right to appoint an Advisory Committee Member shall require have the approval of at least a majority of power, upon prior notice to the Percentage Interests held by Advisory Committee, to remove and replace such Advisory Committee Member. Each Party and Advisory Partner shall use its reasonable best efforts to cause the Advisory Committee members. to be so constituted in accordance with this Section 3.2(b). (c) The Advisory Committee may establish such other rules shall hold meetings for the purposes of procedure decision- making when and as determined by a majority of the Advisory Committee members shall agreeMembers, or at any other time at the request of the Project Director or any Advisory Committee Member. Neither Notice for any meeting at which a matter is to be submitted for approval by the Advisory Committee nor any will be given not less than eight calendar days in advance (which notice may be via email or text message to each Advisory Committee member acting Member to an email address or phone number designated by such Advisory Committee Member in such capacity shall have advance);provided that in the power event any determination must be made with respect to bind or act for or on behalf a time-sensitive matter (as determined in the reasonable discretion of the Partnership in any manner. No fees Project Director), such advance notice period shall be paid by the Partnership reduced from eight calendar days to the 24 hours. Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to Members may attend such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained meetings by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliatestelephonic conference. (d) The Advisory Committee may elect to have an audit presence (in person or via telephone) of the operations at least three-fourths of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs Members shall constitute a quorum for the transaction of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been business at an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocationAdvisory Committee meeting. (e) At least ninety (90) days prior Each Advisory Committee Member shall have one vote with respect to the beginning of each Fiscal Year, the General Partner shall present any matter submitted to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Yearapproval. The Valuation Plan shall include a recommendation by the General Partner Except as provided inSection 3.2(f), any matter submitted to the appropriate methods of valuation of each Advisory Committee for approval shall require (i) the unanimous approval of the Partnership’s Investments in accordance with Real Estate Information Standards adopted Advisory Committee Members present and voting on such matter at a duly constituted meeting of the Advisory Committee, or (ii) the unanimous written consent (which may be by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates email or other reasonable methods electronic transmission) of valuationall Advisory Committee Members. (f) Unless otherwise waived by such Limited PartnerIn the event that, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating respect to any matter submitted to the matters to be discussed including the following: (i) a description of each matter to be considered by advisory committee for approval, the Advisory Committee at shall have not reached a determination pursuant to the foregoing Section 3.2(e) within eight calendar days (the “Resolution Period”), then such meeting; matter shall be deemed approved upon the affirmative vote or written consent (ii) the recommendation(swhich may be by email or other electronic transmission) of three-fourths of the General Partner and/or Advisory Committee Members; provided that in the Investment Committee event any determination must be made with respect to each a time-sensitive matter (as determined in the reasonable discretion of the Project Director), such Resolution Period shall be reduced from eight calendar days to 24 hours. In the event that any Advisory Committee Member needs additional time to consult the base or leadership of his or her appointing organization with respect to any matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter submitted to the Advisory Committee; (v) an explanation Committee for approval, such Advisory Committee Member may make a request to the Advisory Committee to extend any such Resolution Period, and the Advisory Committee may consider such request and, upon the approval or written consent of why each requested matter is in the best interests three-fourths of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment CommitteeAdvisory Committee Members, extend such Resolution Period. (g) The Each Party and Advisory Partner shall inform the Advisory Committee may appoint independent legal counsel Member appointed by such Party or Advisory Partner of the terms and financial advisors provisions of this Agreement and shall cause such Advisory Committee Member to assist it in its consideration comply therewith (including by removing and replacing any non- complying Advisory Committee Member). For all purposes under this Agreement, each Party shall be responsible for all acts or omissions of matters presented the Advisory Committee Member appointed by such Party to it the same extent as if such act or omission were taken or omitted to be taken by such Party. Without limiting the foregoing, NBO and the Advisory Partners shall be responsible to Highlander for any action or failure to act by the General Partner. The costs Advisory Committee Member appointed by NBO and/or the Advisory Partners that would constitute a breach or violation of any such appointment shall be borne by the Partnershipthis Agreement.

Advisory Committee. (a) After A. The Partnership shall have an advisory committee to oversee the Initial Closing Date, operations of the Partnership shall establish and maintain an (the "Advisory Committee"). The Advisory Committee shall consist of four (the “Advisory Committee”4) selected by the General Partner from among Limited Partners which represent a majority-in-interest of the Limited Partners, who shall appoint individuals to represent their interests at all meetings of the Advisory Committee. At no time shall the total number of Advisory Committee members exceed seven members. None Crescent Redtail and Capstead each shall be entitled to appoint, from time to time, two of the members of the Advisory Committee may be the General Partner or its Affiliates. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annuallyinitial Crescent Redtail representatives will be ______________ and _____________. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or The initial Capstead representatives will be removed, a successor may be appointed in accordance with subsection (a) above______________ and ______________. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner appointed by Crescent Redtail may be removed and replaced by Crescent Redtail (and only by Crescent Redtail) for any reason or no reason. Any Advisory Committee member appointed by Capstead may be removed and replaced by Capstead (and only by Capstead) for any reason or no reason. B. Crescent Redtail and Capstead shall automatically be deemed removed from fill any vacancy created by the departure of their respective Advisory Committee members within ten (10) Business Days following the date on which the vacancy occurs. C. Except as otherwise expressly provided in this Agreement, the Advisory Committee during shall have no power to vote, approve, disapprove or otherwise influence the pendency management of the Partnership. D. Members of the Advisory Committee shall be entitled to receive on at least a monthly basis information regarding the investments and operations of the Partnership and shall meet (in person or telephonically) at least once every three (3) months to discuss matters relating to the Partnership. The times and locations of such defaultmeetings shall be determined by the members of the Advisory Committee in their sole discretion. The Advisory Committee also shall hold special meetings as required to consider Major Decisions in a timely manner. Members of the Advisory Committee shall consult with and receive voting instructions from the Partners they represent prior to making any Major Decision and shall notify the General Partner, who shall notify the Partners, in writing of actions taken by the Advisory Committee within five (5) Business Days after any such action has been taken. E. Notice of all Advisory Committee meetings shall be given to each member not less than five (5) calendar days before the date of such meeting. Notice of any meeting may be held waived in person writing, either before or after the meeting and shall be deemed to be waived by any member in attendance. Members of the Advisory Committee may vote and participate in meetings in person, by proxy or delegate, or by means of conference telephone conference and any and all actions and decisions or similar communications equipment. F. Any action that may be taken at a meeting of the Advisory Committee may be taken and made by written without a meeting, if a consent in lieu writing setting forth the action so taken is signed and delivered to the General Partner by all of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish Any such other rules of procedure as a majority unanimous written consent of the Advisory Committee members shall agreebe fully effective and notice of such written consent shall be provided to all Partners as soon as reasonably practicable after the consent has been duly executed. G. The Partnership shall reimburse each Advisory Committee member for his or her reasonable out-of-pocket expenses incurred in connection with the member's duties relating to the proceedings of the Advisory Committee. H. No member of the Advisory Committee shall, except as required by law, owe any fiduciary duty to the Partnership or any of the Partners in connection with such member's discharge of his or her responsibilities as a member of the Advisory Committee. Neither the Advisory Committee nor any member of the Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees In no event shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses a member of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term be considered a general partner of the Partnership beyond the eighth anniversary of the Final Closing Dateby agreement, estoppel, or otherwise. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnership.

Advisory Committee. (a) After Within 60 days of the Initial Closing Effective Date, the Partnership shall Council shall, by way of a Band Council Resolution, establish and maintain an Advisory Committee a committee to advise Council with respect to certain specified functions of Council under this Agreement (the “Advisory Committee”) selected by the General Partner from among Limited Partners consisting of up to 7 members, a majority of which represent must be Members (but not a majority-in-interest member of Council) and each of the Limited Partnersremaining members must be non-Members, who and be a professional or business person with experience in financial management, investing, land acquisitions or similar experience. (b) For greater certainty, Council shall appoint individuals to represent their interests at all meetings the initial members of the Advisory Committee. At no time shall , and the total number term of Advisory Committee members exceed seven members. None appointment of the such initial members of the Advisory Committee may shall be the General Partner or its Affiliates3 years. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee Subsequent members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or be removed, a successor may be appointed in accordance with subsection the law, by-law or policy referred to in Subsection 4.5(g). (ac) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference Council and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval have joint decision making authority with respect to certain specified functions of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a Council under this Agreement. (d) A majority of the Advisory Committee members shall agreeconstitute a quorum at any Advisory Committee meeting. Neither At all Advisory Committee meetings, every question shall be decided by a majority of the votes cast on the question. For greater certainty, Advisory Committee members shall only approve a BCR Band Development (Capital) Direction, a BCR Land Acquisition Direction or a BCR Authorized Loan / Loan Guarantee Direction after the same direction in the applicable BCR has been approved by the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval accordance with this Subsection at a duly convened meeting of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal YearFor greater certainty, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as not have any decision making authority with respect to the appropriate methods use of valuation of each of Annual Payments (or the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates portion thereof deposited or transferred pursuant to Subsection 3.10(b) or Section 12.7) or any other reasonable methods of valuationmatters not specifically referred to herein. (f) Unless otherwise waived by such Limited PartnerWithout limiting the generality of the foregoing, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by Council may seek advice from the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s);any other matters relating to this Agreement that Council deems necessary or advisable. (iiig) Within 60 days of the Effective Date, Council shall pass a summary law, by-law or policy not inconsistent with this Agreement or the Settlement Agreement setting out the terms of all relevant facts pertaining to each such matter;reference of the Advisory Committee, including provisions relating to: (iv1) the reasons for submitting each such matter to appointment, re-appointment, resignation and removal of members of the Advisory Committee; (v2) an explanation the qualifications and disqualifications of why each requested matter is in the best interests members of the Limited PartnersAdvisory Committee; (3) the term of office of members of the Advisory Committee; (4) the remuneration of members of the Advisory Committee; (5) meetings of the Advisory Committee, including the frequency thereof, and the procedures to be followed thereat; (6) reporting; and (vi7) a summary any other matters that Council deems necessary or advisable that are not inconsistent with the terms of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committeethis Agreement. (gh) The For greater certainty, neither the Council members nor the Advisory Committee members are Trustees under this Agreement. (i) For greater certainty, Council may appoint independent also engage qualified legal counsel from a Law Firm to advise Council with respect to encroachments on the Trust Property, the use of Annual Payments (or the portion thereof deposited or transferred pursuant to Subsection 3.10(b) or Section 12.7) and financial advisors any other matters relating to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the PartnershipTrust that Council deems necessary or advisable.

Advisory Committee. (a) After the Initial Closing Date, the Partnership shall Symyx and ExxonMobil will establish and maintain an Advisory Committee advisory committee (the “Advisory Committee”) selected by the General Partner from among Limited Partners which represent a majority-in-interest consisting of the Limited Partners[ * ]. Symyx will designate [ * ], who shall appoint individuals to represent their interests at all meetings of the Advisory Committeeand EMRE and EMCC will each designate [ * ]. At no time shall the total number of The Advisory Committee members exceed seven members. None are empowered to (i) approve or establish metrics used to assess progress against the Annual Project Goals, (ii) oversee the direction of the overall relationship between ExxonMobil and Symyx and the progress toward achieving the Annual Project Goals, (iii) resolve any issues referred to it by the Research Committees, (iv) resolve issues with respect to personnel; (v) agree upon initiation and termination of Projects, agree upon allocation of resources for Projects and approve the technical scope of Projects, (vi) decide upon changes in criteria used to define Lead Materials, and (vii) decide upon any other changes in Projects recommended by the Research Committees. (b) A party may replace its respective Advisory Committee members upon written notice to the others. The parties will endeavor to ensure that Advisory Committee members are not exposed to information they would be obligated to hold in confidence hereunder, except as necessary to enable the Advisory Committee to perform its obligations under this Agreement or as agreed in writing by the parties. Advisory Committee decisions must be unanimous. If the Advisory Committee cannot reach unanimity on a matter, representatives of Symyx, EMRE or EMCC on the Advisory Committee may refer the matter to the Executive Committee. (c) The Advisory Committee will meet at least annually at mutually agreed locations and times, and members of the Advisory Committee may be the General Partner or its Affiliates. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from participate in any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or be removedin person, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person by telephone, or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee membersvideoconference. The Advisory Committee may establish such permit other rules representatives of procedure as a majority of the Symyx or ExxonMobil to attend Advisory Committee members shall agreemeetings as observers. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be will prepare a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will providemeeting, together with such written notice, all necessary materials relating to summarizing the matters to be discussed including the following: (i) a description of each matter to be considered decisions reached by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of on any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented referred to it by the General PartnerResearch Committees and providing directions, as necessary, to the Research Committees. The costs of Advisory Committee members may comment on, and correct any inaccuracies such appointment shall report. When the Advisory Committee is unanimously satisfied with the report, a final report will be borne by the Partnershipissued.

Advisory Committee. A. The Partnership and each Parallel Partnership (aif any) After the Initial Closing Date, the Partnership shall establish and maintain an Advisory Committee have a joint advisory committee (the “Advisory Committee”) selected by the General Partner from among Limited Partners ), which represent shall include a majority-in-interest representative of each of the Limited PartnersPartners with a Committed Capital Contributions amount of at least Twenty-Five Million Dollars ($25,000,000), who shall appoint individuals except to represent their interests at all meetings of the extent that (i) such Limited Partner declines to name a representative to serve on the Advisory Committee. At no time shall the total number of Advisory Committee members exceed seven members. None of the members of the Advisory Committee may be the General ; or (ii) any such Limited Partner is or its Affiliates. The General becomes a Defaulting Partner shall attend all meetings of the Advisory Committeepursuant to Section 3.1.D hereof; provided that the General Partner shall excuse itself from any meeting at have the request of right to name to the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two one or more Advisory Committee members or upon the request representatives of Limited Partners whose Committed Capital Contributions are less than Twenty-Five Million Dollars ($25,000,000), provided such Limited Partner is not an Affiliate of the General Partner. To the extent permitted under Section 8523 of the Act, but not less frequently than semi-annually. Notwithstanding without any of its members incurring liability as a general partner of the foregoingPartnership or any Parallel Partnership, one such meeting the functions of the Advisory Committee must coincide shall be to (i) assist the General Partner in evaluating new opportunities, identify industry and investment trends and assist with the Annual Meeting analysis of the Partners. (b) If any Advisory Committee member shall resign or be removed, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf ongoing performance of the Partnership in and any manner. No fees shall be paid by the Partnership to the Advisory Committee membersParallel Partnership, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any review potential conflicts of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation interest involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval review any such potential conflicts of interest which the General Partner shall identify, in its reasonable judgment, and the General Partner shall not take the action involving the potential conflict of interest unless approved (or deemed approved) by the Advisory Committee. In addition, the Advisory Committee shall have the authority to act on such matters as are specified elsewhere herein or in the Agreement of Limited Partnership of any Parallel Partnership. Except as otherwise set forth herein, all approvals, disapprovals, consents, recommendations and other actions taken by the Advisory Committee shall be authorized by a valuation plan (Majority of the Members thereof who are then eligible to vote. For purposes of determining under this Agreement and the Agreement of Limited Partnership of any Parallel Partnership whether the vote of a “Valuation Plan”) for such Fiscal YearMajority of the Members” or any other specified percentage interest of the members of Advisory Committee has been met, each member shall be entitled to a proportionate vote based on the respective Base Percentage of the Limited Partner, or base percentage of the limited partner of any Parallel Partnership, it represents. The Valuation Plan Advisory Committee shall include meet on a recommendation regular basis at least annually and at such times as the General Partner, or a Majority of the Members of the Advisory Committee, shall determine. Prior to the commencement of each calendar year, a schedule of meetings shall be proposed by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered approved by the Advisory Committee. All costs and expenses of Advisory Committee at such meeting; (ii) the recommendation(s) meetings shall be a Partnership expense, and all members of the General Partner and/or the Investment Advisory Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect shall be reimbursed by the Partnership as a result for all of taking any action recommended by the General Partner and/or the Investment Committee. (g) their costs and expenses of attending Advisory Committee meetings. The Advisory Committee may appoint independent legal counsel retain experts and financial advisors consultants from time to assist it time in its consideration their reasonable discretion, with the reasonable fees and expenses of matters presented to it such experts and consultants being paid by the Partnership. Except for the foregoing and as otherwise specifically set forth elsewhere in this Agreement or the Agreement of Limited Partnership of any Parallel Partnership, all decisions regarding the operations and investments of the Partnership shall be made by the General Partner. B. The Advisory Committee shall have the authority to establish one or more subcommittees to perform any of the functions assigned to the Advisory Committee under this Section 4.7. The costs Such subcommittees shall consist of any such appointment members of the Advisory Committee that the Majority of the Members determines appropriate. Subcommittees of the Advisory Committee shall meet at such times and shall be borne governed by such terms and conditions as established by a Majority of the PartnershipMembers. C. The Partnership shall indemnify, defend and hold harmless each member of the Advisory Committee as set forth in Section 4.4. D. The Limited Partners expressly agree that, with respect to decisions made or actions taken by members of the Advisory Committee, neither such members nor the Limited Partners on behalf of which such members act as representatives shall have any fiduciary duty whatsoever to the Partners or to any other Person and such member may take actions, and grant approvals (or refuse to grant approvals), under this Agreement for the sole benefit of the Limited Partner such member represents, as determined in his or her sole discretion.

Advisory Committee. (a) After the Initial Closing Date, the The Partnership shall establish and maintain an Advisory Committee have a committee (the “Advisory Committee”) selected consisting initially of eight members. SON BtM Partner shall be entitled to appoint four individuals to the Advisory Committee, and HOI BtM Partner and the General Partner shall each be entitled to appoint two individuals to the Advisory Committee. Each Partner shall be entitled to remove and replace its appointees from time to time as provided in Section 6.8(c). (b) Members of the Advisory Committee shall be appointed or re-appointed, as the case may be, annually. On or before the Effective Date and each subsequent anniversary of the Effective Date, each Partner shall give notice to each of the other Partners stating the name of the appointees of such Partner for the following year. (c) Any Partner entitled to appoint a member of the Advisory Committee shall be entitled to remove and replace any such member by notice to such member and the other Partners. Any vacancy occurring on the Advisory Committee shall be filled only by a further appointee of the Partner whose appointee was so affected so as to maintain an Advisory Committee consisting of the numbers of appointees specified in Section 6.8(a). (d) The timing and location of meetings of the Advisory Committee will be determined by the General Partner from among Limited Partners which represent Partner, provided that the Advisory Committee shall meet at least quarterly and, if a majority-in-interest meeting of the Limited PartnersAdvisory Committee is not called during any quarter by the General Partner, who shall appoint individuals to represent their interests at all meetings any other Partner may call a meeting of the Advisory Committee. At no time shall Written notice of any meeting of the total number of Advisory Committee will be given by the General Partner (or in the case of a meeting called by another Partner, by such Partner) to members exceed seven members. None of the Advisory Committee and to each Partner at least seven (7) Business Days prior to the meeting. (e) At each meeting, the Advisory Committee shall review and consider the operations of the Partnership, including financial operating information, budgets, regulatory developments and other matters in relation to the BtM Project Assets or the Partnership. For greater certainty, the General Partner shall retain ultimate responsibility for making all decisions relating to the operation and management of the Partnership. (f) A quorum for meetings of the Advisory Committee shall consist of at least one appointee of each Partner being present. If a quorum is not obtained at any meeting, the meeting shall be adjourned and may be reconvened upon two (2) Business Days notice to the members, at which reconvened meeting the quorum shall be a majority of members. (g) Any or all members of the Advisory Committee may be the General Partner or its Affiliates. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such participate in a meeting of the Advisory Committee must coincide by means of such telephone, electronic or other communication facilities as permit all Persons participating in the meeting to hear and communicate with each other simultaneously and a member participating in such a meeting by such means is deemed to be present at the Annual Meeting of the Partnersmeeting. (bh) If any Advisory Committee member shall resign or be removed, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnership.

Advisory Committee. A. A committee (a) After the Initial Closing Date, the Partnership shall establish and maintain an Advisory Committee (the “Advisory Committee”) shall be appointed by the General Partner, all the members of which shall be selected from among the Limited Partners. The General Partner may appoint new members to fill any vacancies on the Advisory Committee arising from time to time so long as such appointments are made in accordance with this Section 8.05(A). The General Partner shall have the right to remove any Advisory Board member at any time. B. The Advisory Board shall consent to, approve, disapprove, review, waive or provide such other advice and counsel in connection with the Fund’s potential or existing investments, potential or actual conflicts of interest and other Fund matters, in each case as is requested by the General Partner from among Limited Partners which represent in its sole discretion, including, without limitation, the following: (i) any consent required under the Investment Advisers Act of 1940, as amended and the rules and regulations promulgated thereunder, including any consent, approval or waiver required under Section 206(3) thereof, (ii) any consent or waiver with respect to a majority-in-transaction that would result in any “assignment” (within the meaning of the Advisers Act) with respect to the Fund or to the admission of an additional or substitute General Partner of the Fund, and (iii) any consent to or waiver of a conflict of interest with interest with respect to a proxy voting decision to be made by the General Partner. The Advisory Committee shall constitute a committee of the Fund and shall take no part in the control or management of the Fund, nor shall it have any power or authority to act for or on behalf of the Fund, and all investment decisions, as well as all responsibility for the operations and management of the Fund, shall rest with the General Partner. All Advisory Committee consents, approvals, disapprovals, votes, determinations and other actions shall be determined by a majority of the Advisory Committee members pursuant to a meeting or written consent of a majority of the Advisory Committee members; provided that any Advisory Committee member that abstains will be disregarded for purposes of determining whether the majority threshold has been reached. Advisory Committee approval, however, shall not be a substitute for the requirement to obtain the Approval of the Limited PartnersPartners as set forth in Sections 7.04, who shall appoint individuals to represent their interests at all meetings 9.03, 10.02, 10.03 of the Advisory Committee. At no time shall Fund Agreement or the total number requirement to obtain a Limited Partner’s consent prior to the effectiveness of Advisory Committee members exceed seven members. None any amendment or modification of the Fund Agreement described in the second sentence of Section 14.07 of the Fund Agreement. C. The General Partner will organize and convene meetings of the members of the Advisory Committee may be at such times as the General Partner or its Affiliatesselects. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or be removed, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions Meetings of the Advisory Committee may be taken conducted in person, telephonically or through the use of other communications equipment by which all persons participating in the meeting can communicate with each other. The General Partner shall be entitled to have a representative attend and made participate in all Advisory Committee meetings and may permit non-voting observers to attend such meetings, provided that the Advisory Committee members may hold an in camera session of only the Advisory Committee members during any Advisory Committee meeting. D. Each Limited Partner agrees that with respect to any Advisory Committee approval sought by written the General Partner relating to this Agreement or the arrangements contemplated hereby, the Advisory Committee approval shall constitute consent of the Limited Partners and the Fund for purposes of the Advisers Act and shall be binding upon the Fund and each Limited Partner. Each Limited Partner further agrees that the General Partner may alternatively seek Limited Partner approvals in lieu any other manner provided for in the Fund Agreement. E. To the fullest extent permitted by applicable law, no Advisory Committee member in respect of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the activities of the Advisory Committee shall require owe any fiduciary duty to the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor Fund or any Advisory Committee member acting in such capacity shall have the power to bind Partner or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership obligated to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is act in the best interests of the Fund, any Partner or the Limited Partners; andPartners as a group. F. Each Advisory Committee member (vibut solely with respect to any action or omission of such Advisory Committee member in his or her capacity as such) a summary of and each Limited Partner represented by such Advisory Committee member (but, in each case, solely to the same extent that the applicable Advisory Committee member is entitled to indemnification) shall be indemnified by the Fund for any issues and/or risks that may adversely affect the Partnership loss or expenses suffered or sustained as a result of taking or in connection with any action recommended by or omission of the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel member (but solely with respect to any action or omission of such Advisory Committee member in his or her capacity as such), including without limitation, any judgment, settlement, reasonable attorney’s fees and financial advisors to assist it other costs and expenses incurred in its consideration connection with the defense of matters presented to it by any actual or threatened action or proceeding; provided that such indemnity shall not be payable in the General Partnerevent the Advisory Board member’s action or omission constituted fraud or willful malfeasance. The costs Fund may pay the expenses of anyone indemnifiable hereunder, as such expenses are incurred, in connection with any proceeding in advance of the final disposition so long as the Fund obtains an undertaking that such appointment person shall repay the full amount advanced if it is determined by a final non-appealable order that such person’s actions or omissions constituted fraud or willful malfeasance or such person is not otherwise entitled to indemnification. Any indemnity shall be borne by paid from, and only to the Partnershipextent of, Fund Assets, and no Limited Partner shall have any personal liability on account of such indemnity obligation.

Advisory Committee. A. A committee (a) After the Initial Closing Date, the Partnership shall establish and maintain an Advisory Committee (the “Advisory Committee”) shall be appointed by the General Partner, all the members of which shall be selected from among the Limited Partners. The General Partner may appoint new members to fill any vacancies on the Advisory Committee arising from time to time so long as such appointments are made in accordance with this Section 8.05(A). The General Partner shall have the right to remove any Advisory Committee member at any time. B. The Advisory Committee shall consent to, approve, disapprove, review, waive or provide such other advice and counsel in connection with the Fund’s potential or existing investments, potential or actual conflicts of interest and other Fund matters, in each case as is requested by the General Partner from among Limited Partners which represent in its sole discretion, including, without limitation, the following: (i) any consent required under the Investment Advisers Act of 1940, as amended and the rules and regulations promulgated thereunder, including any consent, approval or waiver required under Section 206(3) thereof, (ii) any consent or waiver with respect to a majority-in-transaction that would result in any “assignment” (within the meaning of the Advisers Act) with respect to the Fund or to the admission of an additional or substitute General Partner of the Fund, and (iii) any consent to or waiver of a conflict of interest with respect to a proxy voting decision to be made by the General Partner. The Advisory Committee shall constitute a committee of the Fund and shall take no part in the control or management of the Fund, nor shall it have any power or authority to act for or on behalf of the Fund, and all investment decisions, as well as all responsibility for the operations and management of the Fund, shall rest with the General Partner. All Advisory Committee consents, approvals, disapprovals, votes, determinations and other actions shall be determined by a majority of the Advisory Committee members pursuant to a meeting or written consent of a majority of the Advisory Committee members; provided that any Advisory Committee member that abstains will be disregarded for purposes of determining whether the majority threshold has been reached. Advisory Committee approval, however, shall not be a substitute for the requirement to obtain the Approval of the Limited PartnersPartners as set forth in Sections 7.04, who shall appoint individuals to represent their interests at all meetings 9.03, 10.02, 10.03 of the Advisory Committee. At no time shall Fund Agreement or the total number requirement to obtain a Limited Partner’s consent prior to the effectiveness of Advisory Committee members exceed seven members. None any amendment or modification of the Fund Agreement described in the second sentence of Section 14.07 of the Fund Agreement. C. The General Partner will organize and convene meetings of the members of the Advisory Committee may be at such times as the General Partner or its Affiliatesselects. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or be removed, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions Meetings of the Advisory Committee may be taken conducted in person, telephonically or through the use of other communications equipment by which all persons participating in the meeting can communicate with each other. The General Partner shall be entitled to have a representative attend and made participate in all Advisory Committee meetings and may permit non-voting observers to attend such meetings, provided that the Advisory Committee members may hold an in camera session of only the Advisory Committee members during any Advisory Committee meeting. D. Each Limited Partner agrees that with respect to any Advisory Committee approval sought by written the General Partner relating to this Agreement or the arrangements contemplated hereby, the Advisory Committee approval shall constitute consent of the Limited Partners and the Fund for purposes of the Advisers Act and shall be binding upon the Fund and each Limited Partner. Each Limited Partner further agrees that the General Partner may alternatively seek Limited Partner approvals in lieu any other manner provided for in the Fund Agreement. E. To the fullest extent permitted by applicable law, no Advisory Committee member in respect of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the activities of the Advisory Committee shall require owe any fiduciary duty to the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor Fund or any Advisory Committee member acting in such capacity shall have the power to bind Partner or act for or on behalf of the Partnership in any manner. No fees shall be paid by the Partnership obligated to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliates. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is act in the best interests of the Fund, any Partner or the Limited Partners; andPartners as a group. F. Each Advisory Committee member (vibut solely with respect to any action or omission of such Advisory Committee member in his or her capacity as such) a summary of and each Limited Partner represented by such Advisory Committee member (but, in each case, solely to the same extent that the applicable Advisory Committee member is entitled to indemnification) shall be indemnified by the Fund for any issues and/or risks that may adversely affect the Partnership loss or expenses suffered or sustained as a result of taking or in connection with any action recommended by or omission of the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel member (but solely with respect to any action or omission of such Advisory Committee member in his or her capacity as such), including without limitation, any judgment, settlement, reasonable attorney’s fees and financial advisors to assist it other costs and expenses incurred in its consideration connection with the defense of matters presented to it by any actual or threatened action or proceeding; provided that such indemnity shall not be payable in the General Partnerevent the Advisory Committee member’s action or omission constituted fraud or willful malfeasance. The costs Fund may pay the expenses of anyone indemnifiable hereunder, as such expenses are incurred, in connection with any proceeding in advance of the final disposition so long as the Fund obtains an undertaking that such appointment person shall repay the full amount advanced if it is determined by a final non-appealable order that such person’s actions or omissions constituted fraud or willful malfeasance or such person is not otherwise entitled to indemnification. Any indemnity shall be borne by paid from, and only to the Partnershipextent of, Fund Assets, and no Limited Partner shall have any personal liability on account of such indemnity obligation.

Advisory Committee. (a) After Notwithstanding anything herein to the Initial Closing DateContrary, the Partnership shall establish and maintain an Stockholder Representative agrees not to take any material action hereunder or under any of the CVR Agreements (including, without limitation, sending or receiving notices hereunder or thereunder or binding any Unaffiliated Stockholder to any agreement or course of action hereunder or thereunder) without approval of the Advisory Committee (the “Advisory Committee”) selected by the General Partner from among Limited Partners which represent acting via a majority-in-interest majority of the Limited Partners, who members thereof). The Stockholder Representative shall appoint individuals to represent their interests at provide copies of any and all meetings material notices received by it under this Agreement or any of the Advisory Committee. At no time shall Related Agreements to the total number of Advisory Committee members exceed seven members. None of the and shall keep all members of the Advisory Committee may be the General Partner informed of all material actions related to or its Affiliates. The General Partner shall attend all meetings undertaken in connection with this Agreement or any of the Advisory Committee; provided that the General Partner shall excuse itself from Related Agreements. If any meeting at the request of the Advisory Committee. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting member of the Advisory Committee must coincide with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign resigns, dies or be removedbecomes legally incapacitated, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least then a majority of the Percentage Interests held Unaffiliated Stockholders, based on their respective Pro Rata Shares, may promptly designate in writing to Buyer and the Stockholder Representative a single individual or entity to fill such Advisory Committee vacancy. Advisory Committee Members shall not have any liability to the Unaffiliated Stockholders for any act done or omitted hereunder or under any Related Agreements as an Advisory Committee Member other than for acts of willful misconduct or bad faith. Notwithstanding the provisions of this Section 7.9(b), after Closing, Parent shall be entitled to deal exclusively with the Stockholder Representative on all matters relating to this Agreement and the CVR Agreements and shall be entitled to rely conclusively (without further evidence of any kind whatsoever, including any evidence of approval or lack thereof by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor Committee) on any Advisory Committee member acting in such capacity shall have the power document executed or purported to bind or act for or be executed on behalf of the Partnership in any manner. No fees shall be paid Unaffiliated Stockholder by the Partnership to the Advisory Committee membersStockholder Representative, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to on any other investment fund action taken or client account maintained purported to be taken on behalf of any Unaffiliated Stockholder by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than Stockholder Representative, as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliatesbeing fully binding upon such Person. (d) The Advisory Committee may elect to have an audit of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation by the General Partner as to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnership.

Advisory Committee. (a) After Symyx and ExxonMobil shall establish an advisory committee comprised of up to * representatives designated by each of Symyx and ExxonMobil ("Advisory Committee") with each party's representatives selected by that party. The Advisory Committee representatives shall be empowered by their respective managements to (i) approve or establish metrics used to assess progress against the Initial Closing DateAnnual Program Goals and Key Program Goals, (ii) oversee the direction of the overall relationship between ExxonMobil and Symyx and the progress toward achieving the Annual Program Goals and Key Program Goals, (iii) organize quarterly progress and status reports to the Executive Committee, (iv) resolve any issues referred to it by the Research Committees, (v) resolve any issues that arise with respect to the quality of the personnel assigned to the Research Program; (vi) set the direction of the Research Program within the bounds set forth in this Agreement, the Partnership shall establish Research Plans and maintain an the * Research and Development Plan, agree upon initiation and termination of Projects, agree upon allocation of resources for Projects and approve the technical and royalty-bearing scope of Projects, (vii) decide upon changes in criteria used to define Lead Materials for each Project recommended by the appropriate Research Committee, and (viii) decide upon any other changes in Projects recommended by the appropriate Research Committee. (b) Either ExxonMobil or Symyx may replace one or more of its respective Advisory Committee (representatives at any time upon written notice to the “other. Each party shall ensure that its representatives on the Advisory Committee”) selected Committee are not exposed to the Confidential Information of the other party, except as necessary to enable the Advisory * Confidential treatment requested Committee to perform its obligations under this Agreement or as agreed in writing by the General Partner from among Limited Partners which represent a majority-in-interest of the Limited Partners, who shall appoint individuals to represent their interests at all meetings of the Advisory Committee. At no time shall the total number of other party. (c) The Advisory Committee members exceed seven members. None of the shall meet at least annually at mutually agreed locations and times, and members of the Advisory Committee may be the General Partner participate in any such meeting in person, by telephone, or its Affiliatesby televideo conference. The General Partner shall attend all meetings Upon consent of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request , other representatives of the Symyx or ExxonMobil may attend Advisory CommitteeCommittee meetings as observers. The Advisory Committee shall meet as required pursuant to this Agreement, upon the request prepare a written report of two or more each Advisory Committee members or upon meeting, which report shall detail the request decisions reached by the Advisory Committee on any issues referred to it by the Research Committees and provide directions, as necessary to the Research Committees. Advisory Committee representatives of ExxonMobil and Symyx shall be entitled to comment on, and correct any inaccuracies in the General Partnerreport of each Advisory Committee meeting and, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting when all representatives of the Advisory Committee must coincide are satisfied with the Annual Meeting of the Partners. (b) If any Advisory Committee member shall resign or be removedreport, a successor may be appointed in accordance with subsection (a) above. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default. Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee members. The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner. No fees final report shall be paid by the Partnership to the Advisory Committee members, but the Partnership shall bear all reasonable costs and expenses of the Advisory Committee members incurred in the performance of their responsibilities in their capacities as Advisory Committee members. (c) The General Partner shall not take any of the following actions without first obtaining the approval of the Advisory Committee: (i) cause the Partnership to extend the Term of the Partnership beyond the eighth anniversary of the Final Closing Date. (ii) cause the Partnership or any Vehicle to engage the General Partner or any of its Affiliates to provide property management, development management, leasing or other services to the Partnership or to such Vehicle for fees or other compensation in excess of or in addition to those set forth in the Fee Schedule attached hereto as Exhibit C or cause the Partnership or any Vehicle to enter into such agreement for services which materially modifies the form contract as set forth in Exhibit D hereto; (iii) cause the Partnership to enter into a transaction whereby the Partnership or any Vehicle acquires an Investment from or transfers an Investment to the General Partner, Xxxxx X. Xxxxxx, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. (iv) cause the Partnership to transfer any Investment to any other investment fund or client account maintained by the General Partner or its Affiliates; (v) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in any single Investment other than as permitted by Section 8.1(b) hereof; (vi) cause the Partnership to invest more than twenty percent (20%) of the aggregate Capital Commitments in multi-family residential properties; (vii) cause the Partnership to invest more than ten percent (10%) of the aggregate Capital Commitments in unentitled land held for development; (viii) cause the Partnership at any point in time to have more than forty percent (40%) of the aggregate Capital Commitments committed to ground-up development opportunities that have not been completed; (ix) cause the Partnership to exceed the Debt Limit, provided, however, that, the Advisory Committee may approve exceptions to the Debt Limit as provided in Section 8.1(b) in any case in which the Debt Limit has been exceeded without the prior approval of the Advisory Committee; or (x) cause the Partnership to enter into any agreement to settle any claim or litigation involving the General Partner or any of its Affiliatesissued. (d) The Advisory Committee may elect to have an audit Decisions of the operations of the Partnership made by such independent certified public accountant as it determines to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate. The costs of any such audit shall be borne by the Partnership unless such audit determines that the Partnership has been materially overcharged and/or over allocated costs and expenses by the General Partner and/or its Affiliates, in which event the costs of such audit shall be borne by the General Partner. The determination of materiality shall be made by unanimous approval. In the accountants making the audit. If such audit determines that there has been an overcharge and/or over allocation, then the General Partner shall, within fifteen (15) days after the delivery of the written report of such audit to the General Partner, repay or cause to be repaid, to the Partnership any such overcharge and/or over allocation. (e) At least ninety (90) days prior to the beginning of each Fiscal Year, the General Partner shall present to event the Advisory Committee for its approval a valuation plan (the “Valuation Plan”) for such Fiscal Year. The Valuation Plan shall include a recommendation is unable to decide an issue, it may be referred by the General Partner as either Symyx or ExxonMobil to the appropriate methods of valuation of each of the Partnership’s Investments in accordance with Real Estate Information Standards adopted by the National Council of Real Estate Investment Fiduciaries. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuationExecutive Committee for resolution. (f) Unless otherwise waived by such Limited Partner, the General Partner shall provide each Limited Partner with no less than ten (10) Business Days’ prior written notice of each Advisory Committee meeting and will provide, together with such written notice, all necessary materials relating to the matters to be discussed including the following: (i) a description of each matter to be considered by the Advisory Committee at such meeting; (ii) the recommendation(s) of the General Partner and/or the Investment Committee with respect to each such matter and the argument(s) in support of such recommendation(s); (iii) a summary of all relevant facts pertaining to each such matter; (iv) the reasons for submitting each such matter to the Advisory Committee; (v) an explanation of why each requested matter is in the best interests of the Limited Partners; and (vi) a summary of any issues and/or risks that may adversely affect the Partnership as a result of taking any action recommended by the General Partner and/or the Investment Committee. (g) The Advisory Committee may appoint independent legal counsel and financial advisors to assist it in its consideration of matters presented to it by the General Partner. The costs of any such appointment shall be borne by the Partnership.